Terms of Use / User Agreement Introduction Please read these terms and conditions carefully. By accessing this web site (“Site”) and any pages hereof, you are indicating that you have read, acknowledge and agree to be bound by these General Terms of Use (“Terms of Use”). If you do not agree to these Terms of Use, do not access this Site. UMR ("UMR") reserves the right to change these Terms of Use which you are responsible for regularly reviewing and your continued use of this Site constitutes agreement to all such changes. This Agreement ("Agreement") governs your use of the UMR Site. This Agreement governs your use of both the publicly available portion ("Public Portion"), which does not require any account name or password, and the private portion ("Private Portion"), which is available only to registered users who provide an account name and password. In addition, the Site also contains hyperlinks to third party sites which provide information and/or services that might be useful to you. When you follow hyperlinks to any third party web site, your use of such web site will be subject to the terms and conditions posted on that web site. There are five (5) possible types of users of the Site: (1) Registered Plan Participants ("Members"), (2) Registered Personnel of Employers, (3) Registered Personnel of Brokers or Consultants, (4) Registered health care providers ("Providers"), and (5) Non-Registered Users (including general public). This Agreement covers all types of users; however, certain provisions may apply to only certain types of users (e.g., the subsections of Section 1). For the purposes of this Agreement: "you" means, as applicable: an individual Member; an individual Registered Personnel of an Employer, along with the employer; an individual Registered Personnel of a Broker or Consultant, along with the broker or consultant; an individual Registered Personnel of a health care provider, along with the health care provider or an individual Non-Registered User. For the purposes of this Agreement, "Plan" means a group health plan, as defined under the Employee Retirement Income and Security Act of 1974, 27 U.S.C. § 1002(1), including insured and self-insured plans. BY USING THE SITE AND/OR COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, YOU ARE STATING THAT (i) YOU ARE AN ADULT INDIVIDUAL (18-YEARS OLD OR MORE); (ii) YOU HAVE THE LEGAL CAPACITY TO ENTER INTO BINDING CONTRACTS OR AGREEMENTS; (iii) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND, (iv) THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ANY AND ALL AGREEMENTS AND CONTRACTS INCORPORATED BY REFERENCE.
Table of Contents Section 1 - Types of Users
Section 2 - General Terms of Use
Section 3 - Termination
Section 4 - Privacy and Use of Information
Section 5 - Security
Section 6 - Intellectual Property
Section 7 - Disclaimers
Section 8 - Indemnification
Section 9 - Miscellaneous Section 1 - Types of Users Only one of the following subsections applies to you, corresponding to the type of user you are. (a) Members
If you are registering for this Site as a Member, you are certifying that: (i) you are using the access code provided to you by UMR for your own use; (ii) you are eligible for a Member account; (iii) you have received a copy of the summary plan description related to the Plan and all summaries of material modifications related to the Plan.
This Agreement, and your use of the Site, are provided as services to you from UMR, not from the sponsor of the Plan of which you are a participant. This Agreement and your use of the Site do not modify such Plan. Your rights under such Plan are not modified or impacted by this Agreement or your use of the Site. Please refer to your Plan for an understanding of your rights under such Plan. (b) Registered Personnel of Employers
This Site is made available to select personnel of certain employers who have entered into an Administrative Services Agreement with UMR. The Terms of Use governing the Site are set forth in this Agreement, as a supplement to the Administrative Services Agreement. In the case of any contradictions between this Agreement and Administrative Services Agreement, the Administrative Services Agreement shall govern.
If an employer and UMR have agreed to allow select personnel of such employer access to the Site, such employer will provide necessary information to its authorized personnel to allow them to register for a Registered Personnel of an Employer account and to use the Site, pursuant to the provisions of Section 2 (d) of this Agreement. If you are registering for this Site as a Registered Personnel of an Employer, you are certifying that: (i) you have been authorized by such employer to register for and use this Site as an authorized personnel of such employer; (ii) you are using the access code provided to you by the employer or UMR; and, (iii) you (individually and such employer) agree to be bound by this Agreement. (c) Registered Personnel of Brokers or Consultants
UMR issues access codes to personnel of brokers or consultants who may be eligible to use the Site as Registered Personnel of Brokers or Consultants. If you are registering for this Site as a Registered Personnel of a Broker or a Consultant, you are certifying that: (i) you have been authorized by such broker or consultant to register for and use this Site as an agent of such broker or consultant; (ii) you are using the access code provided to you by UMR; (iii) you have the authority to enter into binding contracts on behalf of such broker or consultant; (iv) you are eligible for a Registered Personnel of a Broker or a Consultant account and (v) you (individually and such broker or consultant) agree to be bound by this Agreement.
This Agreement, and your use of the Site, are provided as services to you from UMR, not from the sponsor of the Plan to which such broker or consultant is providing services. This Agreement and your use of the Site do not modify the contract with the sponsor of the Plan. (d) Registered Personnel of Health Care Provider
UMR issues access codes to personnel of health care providers who may be eligible to use the Site as Registered Personnel of Health Care Provider. If you are registering for this Site as a Registered Personnel of Health Care Provider, you are certifying that: (i) you have been authorized by such health care provider to register and use this Site as an agent of such health care provider; (ii) you are using the access code provided to you by UMR; (iii) you have the authority to enter into binding contracts on behalf of such health care provider; (iv) you are eligible for a Registered Personnel of Health Care Provider account and (v) you (individually and such health care provider) agree to be bound by this Agreement. (e) Health Care Providers This Site is made available to select vendors of UMR (Providers) who need certain access to certain information. The terms of use governing the Site are set forth in this Agreement, as a supplement to any agreement that may be in place between Provider and UMR.
If you are registering for this Site as, or on behalf of, a Provider, you are certifying that as, or on behalf of, such Provider: (i) you have been authorized by UMR to register for and use this Site; (ii) you are using the PIN provided to you by UMR; (iii) you will access and use only such information as is necessary to perform your service obligations to UMR, (iv) you will access information that constitutes Protected Health Information (as such term is defined and used in the Standards for Privacy of Individually Identifiable Health Information, implementing the privacy requirements of the Administrative Simplification subtitle of the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) only through a secured provider portal, (v) you will at all times comply with the provisions of HIPAA and not take any actions that would result in UMR or any of its affiliates or any of their respective customers being in violation of HIPAA, (vi) you have read and understand all of the terms and conditions of this Agreement; and (vi) you agree to be bound by this Agreement. (f) Non-Registered Users
If you do not qualify to use the Site as a Member, a Registered Personnel of an Employer or a Registered Personnel of a Broker or a Consultant, or Registered Personnel of Health Care Provider, you may nonetheless use the Public Portion of the Site as a Non-Registered User. Back to top Section 2 - General Terms of Use
(a) Use of the Site
You understand and agree that the Site is made available to you only pursuant to this Agreement. Further, you understand that the Private Portion of the Site is made available only to Members, Registered Personnel of Employers, Registered Personnel of Brokers or Consultants and Registered Personnel of Health Care Provider. (b) No Sharing of Accounts
Each account is a personal account for which only one (1) individual user may be authorized. Your account may be placed on violation status or terminated immediately if you are found to be sharing your registered account access with other unauthorized or unregistered individuals. (c) User IDs, Passwords and Security
If you wish to be a Member, Registered Personnel of an Employer, Registered, Registered Personnel of a Broker or Consultant, or Registered Personnel of Health Care Provider, then you must complete the registration process by providing UMR with current, complete and accurate information as prompted by the login and registration process. UMR reserves the right to decline any application for improper or incomplete registration. You must enter the required information, and you then will need to choose a User ID and a password.
You are entirely responsible for maintaining the confidentiality of your User ID and password. Moreover, you are entirely responsible for any and all activities that occur on the Site using your User ID and a password, whether or not authorized by you. You agree to notify UMR immediately of any known or suspected unauthorized or improper use of your User ID and password or any other known or suspected breach of security by calling (800) 228-3564. (d) Account Administration by Employers
This section (d) applies only to Registered Personnel of an Employer account: Each such employer must designate a particular Registered Personnel of an Employer account to be the web primary contact (“Web Primary Contact”) account.
The Web Primary Contact is responsible for: (i) administering the accounts of its personnel, including using the Manage User Authorizations utility on the Site to inform UMR whenever accounts of its personnel should be terminated (e.g., where a person is no longer affiliated with the employer or is otherwise no longer authorized to use the Site on behalf of the employer), to set access privileges for such accounts, and to add new personnel as authorized personnel of the employer; (ii) authorizing (and removing authorizations) for accounts of Registered Personnel of Brokers or Consultants to access data (including Health Information) related to such employer's Plan, including setting associated access privileges, consistent with applicable state and federal privacy laws.
With respect to any activity by any Registered Personnel of Brokers or Consultants who are authorized by such employer as set forth above, such employer is responsible for all conduct on such accounts. (e) Updates to this Agreement
UMR reserves the right to update, amend or modify this Agreement at any time without prior notice. Your use of the Site following any such change constitutes your agreement to follow, accept and be bound by the Agreement as changed or amended. For this reason, UMR strongly encourages you to review this Agreement each time you use this Site. (f) Conduct
When using the Site, you agree to abide by all applicable local, state and federal laws and regulations. You further agree to use the Site solely in accordance with the Terms of Use and policies and procedures, posted from time-to-time by UMR. In addition, you agree not to knowingly do any of the following while using the Site: • Interfere with or disrupt networks connected to the Site or violate the regulations, policies or procedures of such networks;
• attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through password mining or any other means;
• interfere with another user's use and enjoyment of the Site;
• transmit any message, information, data, text, software, graphic files or other materials ("Content") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, that may be invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable;
• transmit Content that contains a virus, corrupted files, or other harmful component;
• impersonate any person or entity, including but not limited to UMR personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
• post or transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (including but not limited to nondisclosure agreements);
• post or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," contests, surveys, or any other form of solicitation (commercial or non-commercial);
• intentionally or unintentionally violate or encourage or assist another to violate any applicable law or regulation in connection with your use or the other person's use of the Site; or
• upload or transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party. (g) Participation in Promotions of Advertisers
Any dealings with advertisers on the Site, or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or another third party. UMR shall not be responsible or liable for any part of any such dealings or promotions. Back to top Section 3 - Termination
(a) Termination by UMR
UMR reserves the right to terminate this Agreement and any user's account with or without cause at any time. Such termination will become effective immediately. For example, UMR, in its sole discretion, may terminate your account for violation of either the letter or spirit of this Agreement, if you have provided UMR with false or misleading registration information, or if you have not used your account for an extended period of time.
For Members: Even if UMR terminates this Agreement and your use of the Site, this does not impact your coverage under the Plan of which you are a participant or your rights under such Plan. Please refer to your Plan for an understanding of your rights under such Plan.
For Registered Personnel of Employers: Even if UMR terminates this Agreement and your use of the Site, this does not impact the employer's Administrative Services Agreement with UMR related to the Plan. (b) Termination by Users
If you wish to terminate this Agreement and your account, provide notice to UMR by sending a message to UMR customer service using the Contact Us section of the Site. (c) Post-Termination
UMR shall have no obligation to maintain any content in your account. UMR may, in its sole discretion, continue to provide Members with access to the Site and Health Information (as defined below) pertaining to that individual for a limited period of time (e.g., thirty (30) days) following the termination of UMR's provision of services to the sponsor of your Plan. For Registered Personnel of Employers: After the termination of this Agreement and/or the Administrative Services Agreement, UMR has the right to both retain and maintain a copy of all data, including Health Information, related to the Plan and to allow Members to continue accessing such data, subject to use of such information consistent with applicable state and federal privacy laws. (d) Survival
The following Sections shall survive any termination of this Agreement: 1, 2(d), 2(f), 2(g), 3, 4, 6, 7, 8, and 9. Back to top Section 4 - Privacy and Use of Information
For the purposes of this Agreement, "Health Information" means oral or recorded information in any form or medium that is created or received by UMR or its agent and that relates to a person's past, present or future physical or mental health or condition, the provision of health care to a person, or the past, present or future payment for the provision of health care to a person. (a) UMR Privacy Statement for Members
UMR will not edit, use or disclose Health Information about you without prior permission from you unless UMR has a good faith belief that action is: (1) for purposes of carrying out treatment, payment or health care operations; (2) for public health or research activities; (3) requested by legally authorized governmental agencies; (4) required by an order of a court of competent jurisdiction; or (5) in emergency situations. You should know that:
Except in the circumstances described above, UMR will edit, use and/or disclose Health Information about you only with the authorization from you.
• UMR may change its policies and procedures relating to Health Information at any time. In the event such changes are made, they will be posted on this Site within a reasonable time after such change.
• The UMR Site contains links to other third party web sites. UMR is not responsible for the privacy practices or the content of such third party web sites.
• UMR intends to provide certain user information, including health care information, in de-identified form to third parties.
(b) UMR Privacy Statement for Registered Personnel of Employers
Both UMR and you may use Health Information only: (i) as permitted under applicable federal and state law and regulations regarding Health Information, and (ii) as set forth in the Administrative Services Agreement. (c) UMR Privacy Statement for Registered Personnel of Brokers or Consultants
Both UMR and you may use Health Information only: (i) as permitted under applicable federal and state law and regulations regarding Health Information. Further, you may use Health Information related to a Member only pursuant to the agreement that you have with the sponsor of the Plan associated with that Member. (d) UMR Privacy Statement for Registered Personnel of Health Care Providers
Both UMR and you may use Health Information only: (i) as permitted under applicable federal and state law and regulations regarding Health Information. (e) UMR Privacy Statement for Non-Registered Users
Non-Registered Users are not required to provide any information about their identity to UMR. Therefore, UMR will not offer any privacy protection to Non-Registered Users. Back to top Section 5 - Security
UMR follows requirements under applicable federal and state law and regulations regarding security of the Site and Health Information. Back to top Section 6 - Intellectual Property
(a) General
You acknowledge that the content on this Site (other than Health Information), including but not limited to text, software, music, sound, photographs, video, graphics or other material, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Further, the entire content of this Site is copyrighted as a collective work under United States copyright laws, and UMR owns a copyright in the selection, coordination, arrangement and enhancement of the content.
The content of this Site, and the Site as a whole, are intended to be used by you solely as set forth herein:
(i)
For Members and Non-Registered Users, only for personal, non-commercial use. You may download, print and store selected portions of the content, provided that you (A) only use these copies of the content for your own personal, non-commercial use, (B) do not copy or post the content on any network computer or broadcast the content in any media, and (C) do not modify or alter the content in any way, or delete or change any copyright or trademark notice.
(ii)
For Registered Personnel of Employers, only for the limited commercial purposes set forth herein. You may download, print and store selected portions of the content, provided that you (A) only use these copies of the content for the purposes of and in the manner contemplated by the Administrative Services Agreement, and (B) do not modify or alter the content in any way, or delete or change any copyright or trademark notice.
(iii)
For Registered Personnel of Brokers or Consultants, only for the limited commercial purposes set forth herein. You may download, print and store selected portions of the content, provided that you (A) only use these copies of the content for the purposes of promoting UMR or UMR's services, (B) do not copy or post the content on any network computer or broadcast the content in any media, and (C) do not modify or alter the content in any way, or delete or change any copyright or trademark notice.
(iv)
For Registered Personnel of Health Care Providers, only for the limited commercial purposes set forth herein. You may download, print and store selected portions of the content, provided that you (A) do not copy or post the content on any network computer or broadcast the content in any media, and (B) do not modify or alter the content in any way, or delete or change any copyright or trademark notice.
No right, title or interest in any downloaded materials is transferred to you as a result of any such downloading. UMR (or its third party licensors) reserves complete title and full intellectual property rights in any content you download from the Site.
Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the content without first obtaining written permission from UMR.
Trademarks, service marks and logos used and displayed on this site are registered and unregistered trademarks of UMR and others. (b) Digital Millennium Copyright Act
This Agreement is intended to comply with the Digital Millennium Copyright Act, including but not limited to 17 USC § 512. Notification of claims of copyright infringement should be sent to the following Designated Agent: Service Provider: UMR
Physical Address: 675 Brooksedge Boulevard, Westerville, Ohio 43081 Designated Agent: Jeffrey D. Mills
Address of Agent: 675 Brooksedge Boulevard, Westerville, Ohio 43081
Telephone No.: (614) 470-7000
Facsimile No.: (614) 470-7080 (c) Submissions
UMR welcomes your comments regarding this Site. However, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, "Comments") submitted to UMR shall become and remain the exclusive property of UMR. Your submission of any such Comments shall constitute an assignment to UMR of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments, and you represent, warrant and covenant that you have the right to make such an assignment and that such Comments do not infringe any party's rights. UMR will be entitled to use, reproduce, disclose, publish and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way.
For this reason, UMR ask that you not send us any Comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork. Back to top Section 7 - Disclaimers
(a) Information and Services
The materials provided on this Site are intended as general information only. UMR does not provide health services or practice medicine. UMR assists medical plan providers and employers in the administration of claims and plans. (b) Correction of Errors and Inaccuracies
The information on this Site may contain typographical errors or inaccuracies and may not be complete or current. UMR therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. UMR apologize for any inconvenience this may cause you. (c) Third Party Sites
The hyperlinks in this site to provider directories and other sites are provided for your convenience only. Such third party web sites were not created nor maintained by UMR, and UMR makes no representation as to such web sites or their content.
For Members: Before receiving any services from providers listed in any third party web site, you should verify that the provider is still participating in your network. You may verify participation by calling the customer service number in your enrollment material or on your ID card.
(d) Performance
UMR is not responsible for your computer's malfunctioning or poor performance while accessing or using the Site, or at any other time. (e) Site is "AS IS"
You understand and expressly agree that use of the Site is at your sole risk, that any material and/or data downloaded or otherwise obtained through the use of the Site is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.
THIS SITE, AND THE MATERIALS ON THIS SITE, ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LOCAL, STATE AND FEDERAL LAW, UMR DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. UMR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE OR THAT THE SITE WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR OTHERWISE RESPECTING THE MATERIALS ON THIS SITE OR ANY THIRD PARTY SITES LINKED TO FROM THIS SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LOCAL, STATE AND FEDERAL LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL UMR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE THE SITE, ANY CHANGES TO THE SITE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF UMR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY AGREE THAT UMR IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. IF YOU ARE DISSATISFIED WITH THE SITE, THE MATERIALS AVAILABLE ON OR THROUGH THE SITE, OR WITH ANY OF UMR'S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. NOTWITHSTANDING ANYTHING ELSE, IN NO EVENT SHALL UMR BE LIABLE FOR DAMAGES IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS. (f) Rights Under Law
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE WARRANTIES PROVIDED UNDER THIS AGREEMENT GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. Back to top Section 8 - Indemnification
To the extent allowed by local, state and federal law, you agree to indemnify, defend, and hold harmless UMR, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents from any and all claims, liability, damages and/or costs (including but not limited to attorney's fees) relating to or arising from your use (or any other user of your account) of this Site, your violation of the Agreement, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity.
For Registered Personnel of Employers only: To the extent allowed by local, state and federal law, you agree to indemnify, defend, and hold harmless UMR, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents from any and all claims, liability, damages and/or costs (including but not limited to attorney's fees) relating to the provision or non-provision of benefits under the Plan. Back to top Section 9 - Miscellaneous (a) Waiver
UMR's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UMR in writing. No waiver of one provision of the Agreement by UMR on one occasion shall constitute a waiver of any provision of the Agreement on any other occasion. (b) Limitations on Claims
You and UMR agree that any cause of action arising out of or related to this Agreement or your use of the Site must commence within one (1) calendar year after the cause of action arose; otherwise, such cause of action is permanently barred. (c) Severability
If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. (d) Choice of Law, Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the state of Ohio and the United States of America, excluding their conflict of law provisions. (e) Entire Agreement
Except as set forth in Section 1(b), this Agreement constitutes the complete agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Revised: September 1, 2008 Back to top
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